Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-023860
Date:2019-09-17
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

VENROCK ASSOCIATES V LP
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Reporting Person:

VENROCK MANAGEMENT V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Reporting Person:

VENROCK PARTNERS V L P
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Reporting Person:

VENROCK PARTNERS MANAGEMENT V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Reporting Person:

VENROCK ENTREPRENEURS FUND V, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Reporting Person:

VEF MANAGEMENT V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE PALO ALTO, CA 94304

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-17 C 441,907 a $0.00 441,907 indirect f2
CLASS A COMMON STOCK 2019-09-17 C 37,466 a $0.00 37,466 indirect f3
CLASS A COMMON STOCK 2019-09-17 C 10,383 a $0.00 10,383 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 27,532,000 (d) class b common stock 27,532,000 $0.00 0 indirect see footnote
SERIES B CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 6,566,350 (d) class b common stock 6,566,350 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 3,174,050 (d) class b common stock 3,174,050 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 441,907 (d) class a common stock 441,907 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 37,272,400 (a) class a common stock 37,272,400 $0.00 37,272,400 indirect see footnote
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 2,334,250 (d) class b common stock 2,334,250 $0.00 0 indirect see footnote
SERIES B CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 556,720 (d) class b common stock 556,720 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 269,110 (d) class b common stock 269,110 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 37,466 (d) class a common stock 37,466 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 3,160,080 (a) class a common stock 3,160,080 $0.00 3,160,080 indirect see footnote
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 646,850 (d) class b common stock 646,850 $0.00 0 indirect see footnote
SERIES B CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 154,280 (d) class b common stock 154,280 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 74,570 (d) class b common stock 74,570 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 10,383 (d) class a common stock 10,383 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 857,700 (a) class a common stock 857,700 $0.00 857,700 indirect see footnote
Footnotes
IDfootnote
f1 each share of series d convertible preferred stock automatically converted into class a common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f2 the shares are held of record by venrock associates v, l.p. (va5), for which venrock management v, llc (vm5) is the sole general partner. vm5 expressly disclaims beneficial ownership over the shares held by va5 except to the extent of its indirect pecuniary interest therein.
f3 the shares are held of record by venrock partners v, l.p. (vp5), for which venrock partners management v, llc (vpm5) is the sole general partner. vpm5 expressly disclaims beneficial ownership over the shares held by vp5 except to the extent of its indirect pecuniary interest therein.
f4 the shares are held of record by venrock entrepreneurs fund v, l.p. (vef5), for which vef management v, llc (vefm5) is the sole general partner. vef5 expressly disclaims beneficial ownership over the shares held by vef5 except to the extent of its indirect pecuniary interest therein.
f5 each share of series a convertible preferred stock automatically converted into class b common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f6 each share of class b common stock is convertible at any time into class a common stock on a one-to-one basis at the reporting person's election and has no expiration date.
f7 each share of series b convertible preferred stock automatically converted into class b common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f8 each share of series c convertible preferred stock automatically converted into class b common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
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